3. Play brutal offense. Ailes dreams of being Stonewall Jackson, whose success came from outrageous personal conviction and the ability to frighten away superior forces with bold flashes of false strength. In reality, Jackson would not have succeeded without McClellan's hesitations. Thus, you must not seek to repel FBN but instead bury it. Hoffman has shown great instincts for preemption so far, but the strategy must get sharper and even more aggressive.

• Fortify your core. Your audience is the hardcore business crowd, and you must stay highly focused on Wall Street. Emphasize to your viewers that you refuse to dumb down your coverage, making it clear that the pros watch CNBC. Push FBN toward Main Street and watch them cannibalize more share from Fox News than they take from CNBC. Elevate the personal drama of the big stories and make sure every ouster or C.E.O. appointment plays like great theater.

• Deny differentiation. Quickly and unapologetically copy any programming tactic that works for them. Each time you do, Hoffman should publicly thank them for test-marketing a concept that CNBC has improved.

• Rat-pack 'em. Marketing orthodoxy says the leader should never explicitly engage the challenger, which only feeds the binary dynamic you want to avoid. But you cannot afford to allow FBN to define themselves uncontested.

Nationally, you must explicitly market against them, depicting FBN as part of a group of weak followers and lumping it in with Bloomberg as another distant pretender. Run a tagline like this every four minutes: "One business channel is boring. The other is silly. There is no substitute for CNBC ... America's No. 1 in business."

In the critical New York City market, you must also take advantage of the fact that they chose to stack Fox News and Fox Business right next to each other. Use local ad buys there to point out to viewers that what they get on channel 43 looks an awful lot like what they get on channel 42-and neither looks like the real business news on CNBC.

• Poach. Don't just protect your stars; go after two or three of theirs. Zucker and Hoffman will know which ones within the next six weeks.

• Leak and tag. Their early numbers will be dismal, so expect big changes. When Roger calls one of his audibles, make sure it leaks and then hammer it as the latest sign of their impending disaster. When Alexis Glick comes back, hold a parade.

Fortunately, neither Rupert nor Roger have played much defense, and they will probably find it disorienting. That makes it even more crucial that you are sure to ...

4.Be G.E. It's News Corp.'s strategy to always seek to leverage its own image in order to sow fear and dread, creating a debilitating sense among opponents that its victory is inevitable. They were hoping Hoffman would do the same as previous competitors-first ignore, then panic, and then assume defeat. He has not done this. News Corp. has fought before with those with bigger resources, but it has never been punched in the mouth by somebody with harder knuckles and Six-Sigma-engineered cojones.

Make this fight a point of G.E. pride. You are a $414 billion company that specializes in leveraging scale. You are fully aware that there are moments when you must overinvest in the short-term to knock down a new competitive entry in order to preserve your long-term economics. As you do with every other G.E. business, bring the full force of G.E.'s firepower to bear in every dimension of the competition. Employ the biggest, meanest army of lawyers you can to preserve the Wall Street Journal agreement. Identify which of your talent you want to make untouchable and which of theirs you must convert, and spend accordingly. Do it tastefully, but make sure your peers know that you personally appreciate it when they appear on CNBC.

5. Sell at the high. And do not take your foot off their forehead until the deal closes. Rupert is much more of a pragmatist than a pugilist. He'll happily write Zucker a check, and both sides can declare victory. Roger, on the other hand, will keep coming back at you, so you must strike the deal when you think you have driven them to their lowest.

6.Keep your own shoes clean. Let CNBC  president Hoffman and Zucker handle the fighting words. Externally, you should play down the battle and speak warmly of the Hulu online alliance. When asked about FBN, smile that smile of yours and say, "We're fairly competitive people, and we'll do what it takes to keep CNBC No. 1." Internally, never miss a chance to remind your colleagues that G.E. fights to win and that every employee-no matter what their job-should consider it their personal duty to do whatever they can to help CNBC win.

Now, those close to you know how competitive you really are. But for everybody else, that old story of the Shoney's scuffle with the G.M. guy needs to be replaced with something more current. FBN could not have given you a better opportunity.

---